---



FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For
the quarter ended March 31, 2003



OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition
period from to



Commission file number 1-10877



TERRA NITROGEN COMPANY, L.P.

(Exact name of registrant as specified in its charter)



|Delaware (State or other jurisdiction of incorporation or
organization)                              |  | 73-1389684 (I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------------------------------- |  | -----------------------------------------------
|                                                                                                     |  |                                                
|Terra Centre PO Box 6000, 600 Fourth Street Sioux City,
Iowa (Address of principal executive office) |  | 51102-6000 (Zip Code)                          



Registrants telephone number:

(712) 277-1340



At the close of business on March 31, 2003, there were
18,501,576 Common Units outstanding.



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

xYes        No ̈



---





---



PART I.
FINANCIAL INFORMATION



TERRA NITROGEN
COMPANY, L.P.

CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)



|                                                                |  | March 31, 2003 |         | December 31, 2002 |   | March 31, 2002
|--------------------------------------------------------------- |  | -------------- | ------- | ----------------- | - | --------------
|ASSETS                                                          |  |                |         |                   |   |               
|Current assets:                                                 |  |                |         |                   |   |               
|Cash and cash equivalents                                       |  | $              | 13,458  |                   | $ | 35,738        
|Accounts receivable                                             |  |                | 18,778  |                   |   | 26,760        
|Inventoryfinished products                                     |  |                | 33,723  |                   |   | 10,411        
|Inventorymaterials and supplies                                |  |                | 10,140  |                   |   | 9,692         
|Prepaid expenses and other current assets                       |  |                | 2,745   |                   |   | 6,659         
|                                                                |  |                |         |                   |   |               
|Total current assets                                            |  |                | 78,844  |                   |   | 89,260        
|                                                                |  |                |         |                   |   |               
|Net property, plant and equipment                               |  |                | 123,616 |                   |   | 126,056       
|Other assets                                                    |  |                | 9,597   |                   |   | 10,708        
|                                                                |  |                |         |                   |   |               
|Total assets                                                    |  | $              | 212,057 |                   | $ | 226,024       
|                                                                |  |                |         |                   |   |               
|LIABILITIES AND PARTNERS CAPITAL                               |  |                |         |                   |   |               
|Current liabilities:                                            |  |                |         |                   |   |               
|Note payable to affiliates                                      |  | $              |        |                   | $ |              
|Accounts payable and accrued liabilities                        |  |                | 24,196  |                   |   | 21,520        
|Customer prepayments                                            |  |                | 21,176  |                   |   | 21,314        
|Current portion of long-term debt and capital lease obligations |  |                | 56      |                   |   | 53            
|                                                                |  |                |         |                   |   |               
|Total current liabilities                                       |  |                | 45,428  |                   |   | 42,887        
|                                                                |  |                |         |                   |   |               
|Long-term debt                                                  |  |                | 8,319   |                   |   | 8,333         
|Long-term payable to affiliates                                 |  |                | 5,316   |                   |   | 5,316         
|                                                                |  |                |         |                   |   |               
|Total Partners capital                                         |  |                | 152,994 |                   |   | 169,488       
|                                                                |  |                |         |                   |   |               
|Total liabilities and partners capital                         |  | $              | 212,057 |                   | $ | 226,024       
|                                                                |  |                |         |                   |   |               







See Accompanying Notes to the Consolidated Financial
Statements.



2



---

TERRA NITROGEN COMPANY, L.P.



CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit amounts)

(unaudited)



|                                                          |  | Three Months Ended March 31,
|--------------------------------------------------------- |  | ----------------------------
|                                                          |  | 2003                        
|Revenues                                                  |  | $                           
|Other income                                              |  |                             
|                                                          |  |                             
|Total revenues                                            |  |                             
|Cost of goods sold                                        |  |                             
|                                                          |  |                             
|Gross profit (loss)                                       |  |                             
|Operating expenses                                        |  |                             
|                                                          |  |                             
|Operating income (loss)                                   |  |                             
|Interest expense                                          |  |                             
|Interest income                                           |  |                             
|                                                          |  |                             
|Net income (loss)                                         |  | $                           
|                                                          |  |                             
|Net income (loss) allocable to limited partners interest |  | $                           
|                                                          |  |                             
|Net income (loss) per limited partnership unit            |  | $                           
|                                                          |  |                             







See Accompanying Notes to the Consolidated Financial
Statements.



3



---

TERRA NITROGEN COMPANY, L.P.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                        |  | Three Months Ended March 31, |        
|--------------------------------------------------------------------------------------- |  | ---------------------------- | -------
|                                                                                        |  | 2003                         |        
|Operating activities:                                                                   |  |                              |        
|Net income (loss) from operations                                                       |  | $                            | (7,033 
|Adjustments to reconcile net income (loss) to net cash flows from operating
activities: |  |                              |        
|Depreciation and amortization                                                           |  |                              | 3,301  
|Changes in operating assets and liabilities:                                            |  |                              |        
|Receivables                                                                             |  |                              | 7,982  
|Inventories                                                                             |  |                              | (23,760
|Prepaid expenses and other current assets                                               |  |                              | 3,914  
|Accounts payable, accrued liabilities and customer prepayments                          |  |                              | (2,203 
|Other                                                                                   |  |                              | 518    
|                                                                                        |  |                              |        
|Net cash flows from operating activities                                                |  |                              | (17,281
|                                                                                        |  |                              |        
|Investing activities:                                                                   |  |                              |        
|Capital expenditures                                                                    |  |                              | (861   
|Other                                                                                   |  |                              | 593    
|                                                                                        |  |                              |        
|Net cash flows from investing activities                                                |  |                              | (268   
|                                                                                        |  |                              |        
|Financing activities:                                                                   |  |                              |        
|Net changes in short-term borrowings                                                    |  |                              |       
|Repayment of long-term debt and capital lease obligations                               |  |                              | (11    
|Partnership distributions paid                                                          |  |                              | (4,720 
|                                                                                        |  |                              |        
|Net cash flows from financing activities                                                |  |                              | (4,731 
|                                                                                        |  |                              |        
|                                                                                        |  |                              |        
|Net decrease in cash and cash equivalents                                               |  |                              | (22,280
|Cash and cash equivalents at beginning of period                                        |  |                              | 35,738 
|                                                                                        |  |                              |        
|Cash and cash equivalents at end of period                                              |  | $                            | 13,458 
|                                                                                        |  |                              |        







See Accompanying Notes to the Consolidated Financial
Statements.



4



---



TERRA
NITROGEN COMPANY, L.P.



CONSOLIDATED
STATEMENTS OF PARTNERS CAPITAL

(in thousands, except for units)

(unaudited)



|                                                               |  | Limited Partners Interests |         |   | General Partner Interests |   |         | Accumulated Other Comprehensive Loss |  |   | Total Partners Capital |  
|-------------------------------------------------------------- |  | --------------------------- | ------- | - | ------------------------- | - | ------- | ------------------------------------ |  | - | ----------------------- | -
|Partners capital at January 1, 2003                           |  | $                           | 177,463 |   |                           | $ | (10,248 | )                                    |  | $ | 2,273                   |  
|Net loss                                                       |  |                             | (6,892  | ) |                           |   | (141    | )                                    |  |   |                        |  
|Change in fair value of derivatives                            |  |                             |        |   |                           |   |        |                                      |  |   | (4,741                  | )
|Comprehensive income (loss)                                    |  |                             |        |   |                           |   |        |                                      |  |   |                        |  
|Distributions                                                  |  |                             | (4,626  | ) |                           |   | (94     | )                                    |  |   |                        |  
|                                                               |  |                             |         |   |                           |   |         |                                      |  |   |                         |  
|Partners capital at March 31, 2003                            |  | $                           | 165,945 |   |                           | $ | (10,483 | )                                    |  | $ | (2,468                  | )
|                                                               |  |                             |         |   |                           |   |         |                                      |  |   |                         |  
|Limited partner units issued and outstanding at March 31, 2003 |  | 18,501,576                 
|                                                               |  |                             |        
|                                                               |  |                             |         |   |                           |   |         |                                      |  |   |                         |  
|                                                               |  | Limited Partners Interests |         |   | General Partner Interests |   |         | Accumulated Other Comprehensive Loss |  |   | Total Partners Capital |  
|Partners capital at January 1, 2002                           |  | $                           | 178,808 |   |                           | $ | (10,221 | )                                    |  | $ | (1,087                  | )
|Net Income                                                     |  |                             | 2,191   |   |                           |   | 45      |                                      |  |   |                        |  
|Change in fair value of derivatives                            |  |                             |        |   |                           |   |        |                                      |  |   | 5,511                   |  
|Comprehensive income                                           |  |                             |        |   |                           |   |        |                                      |  |   |                        |  
|                                                               |  |                             |         |   |                           |   |         |                                      |  |   |                         |  
|Partners capital at March 31, 2002                            |  | $                           | 180,999 |   |                           | $ | (10,176 | )                                    |  | $ | 4,424                   |  
|                                                               |  |                             |         |   |                           |   |         |                                      |  |   |                         |  
|Limited partner units issued and outstanding at March 31, 2002 |  | 18,501,576                 
|                                                               |  |                             |        







See Accompanying Notes to the Consolidated Financial
Statements.



5



---

TERRA NITROGEN COMPANY, L.P.



Notes to Consolidated Financial Statements (Unaudited)



1.  Basis of Presentation



The consolidated financial statements contained herein should
be read in conjunction with the consolidated financial statements and notes thereto contained in the Terra Nitrogen Company, L.P. (TNCLP) Annual Report on Form 10-K for the year ended December 31, 2002. TNCLP and its operating
partnership subsidiary, Terra Nitrogen, Limited Partnership (the Operating Partnership), are referred to herein, collectively, as the Partnership.



The accompanying unaudited consolidated financial statements reflect all adjustments, which are, in the
opinion of management, necessary for the fair statement of the results for the periods presented. All of these adjustments are of a normal and recurring nature. Results for the quarter are not necessarily indicative of future financial results of
the Partnership.



Realized gains and losses from
hedging activities and premiums paid for option contracts are deferred and recognized in the month in which the hedged transactions closed. Swaps, options and other derivative instruments that do not qualify for hedge accounting treatment are marked
to market each accounting period. Costs associated with settlement of natural gas purchase contracts and costs for shipping and handling are included in cost of sales.



Net income per limited partnership unit is computed by dividing net income, less a 2% share allocable to the
General Partner for the three months ended March 31, 2003 and 2002, respectively, by 18,501,576 limited partner units. According to the Agreement of Limited Partnership of TNCLP, net income is allocated to the General Partner and the Limited
Partners in each taxable year in the same proportion as Available Cash for such taxable year was distributed to the General Partner and the Limited Partners. If there is no cash distribution, net income is allocated to the Limited Partners and the
General Partner generally based on their respective ownership percentages. Distributions of Available Cash are made 98% to the Limited Partners and 2% to the General Partner, except that the General Partner is entitled, as an incentive, to larger
percentage interests (up to 50%) to the extent that distributions of Available Cash exceed specified amounts.



2.  Distributions to Unitholders



The Partnership makes quarterly cash distributions to Unitholders and the General Partner in an amount equal to 100% of its
Available Cash (as defined in the Partnership Agreement). The Partnership paid a $4.7 million cash distribution ($0.25 per common unit) on February 7, 2003. No cash distributions were paid in the first three months of 2002.



6



---

3.  Financing Arrangements



The Partnership has an arrangement for demand deposits and notes with an affiliate to allow for excess
Partnership cash to be deposited with or funds to be borrowed from Terra Capital, Inc., the parent of the General Partner. At March 31, 2003, $13.5 million was deposited with Terra Capital, Inc. and earned interest at 1.3%, the rate
received by Terra Capital, Inc. on its commingled cash investments. The amount of the demand notes was $2.8 million at March 31, 2002 and bore interest at the rate paid by Terra Capital on its short-term borrowings.



4.  Natural gas costs



Natural gas is the principal raw material used in the Partnerships
production of nitrogen products. Natural gas prices are volatile and we manage this volatility through the use of derivative commodity instruments. Terra Industries current policy is to hedge 2080% of its natural gas requirements for the
upcoming 12 months and up to 50% of the requirements for the following 24-month period, provided that such arrangements would not result in costs greater than expected selling prices for our finished products. Deviations from this policy are
permitted by notification of Terra Industries Board of Directors. The financial derivatives are traded in months forward and settlement dates are scheduled to coincide with gas purchases during those future periods. These contracts reference
physical natural gas prices or approximate NYMEX futures contract prices. Contract prices are frequently based on prices at the most common and financially liquid location of reference for financial derivatives related to natural gas. However,
natural gas supplies for our facilities are purchased for each plant at locations other than reference points, which often creates a location basis differential between the contract price and the physical price of natural gas. Accordingly, use of
financial derivatives may not exactly offset the change in the price of physical gas.



The Partnership has entered into forward pricing positions for a portion of its natural gas requirements for the remainder of 2003, consistent with its policy. As a result of its policies, the
Partnership has reduced the potential adverse financial impact of natural gas increases during the forward pricing period, but conversely, if natural gas prices were to fall, the Partnership will incur higher costs. Contracts were in place at March
31, 2003 to cover 14% of natural gas requirements for the succeeding twelve months.



Unrealized losses from forward pricing positions totaled $1.4 million as of March 31, 2003. The amount ultimately recognized by the Partnership will be dependent on published prices in effect at
the time of settlement. The Partnership also had $1.1 million of realized losses on closed contracts relating to future periods that have been deferred to the respective period.



For the period ending March 31, 2003, recording the fair value of natural gas derivatives resulted in a
$2.8 million decrease to current assets, a $1.9 million increase to current liabilities and a $4.7 million increase to accumulated other comprehensive loss. The decrease to current assets was to recognize the value of open natural gas
contracts; the increase to current liabilities was to reclassify deferred gains on closed contracts relating to future periods.



7



---

5.  Idled facilities



On February 27, 2003, the Partnership suspended production of ammonia and urea at its Blytheville, Arkansas
plant and placed one of the two Verdigris, Oklahoma ammonia plants on standby due to the high natural gas prices. On March 13, 2003, the Partnership announced the restart of production at both facilities.



6.  Recently Issued Accounting Standards



Statement of Financial Accounting Standards (SFAS)
No. 143, Accounting for Asset Retirement Obligations became effective for the Partnerships fiscal year beginning January 1, 2003. This standard requires the Partnership to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. The adoption of this standard did not have a material effect on the Partnerships financial position or results of operations.



8



---

Managements Discussion and Analysis of Financial Condition and Results of
Operations



RESULTS OF OPERATIONS



Critical Accounting Policies



The discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America for interim reporting purposes. The preparation of these
financial statements requires us to make estimates and judgments that affect the amount of assets, liabilities, revenues and expenses at the date of our financial statements. Actual results may differ from these estimates under different assumptions
or conditions.



Critical accounting policies are
defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. Our critical accounting policies are described below.



Impairments of long-lived assetsWe record
impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of these
items. Our cash flow estimates are based on historical results adjusted to reflect our best estimate of future market and operating conditions. The net carrying value of assets not recoverable is reduced to fair value. Our estimates of fair value
represent our best estimate based on industry trends and reference to market rates and transactions.



Revenue recognitionRevenue is recognized when title to finished product passes to the customer. Revenue is recognized as the
net amount to be received after deducting estimated amounts for discounts and trade allowances. Revenue includes amounts paid by customers for shipping and handling.



Inventory valuationInventories are stated at the lower of cost or estimated net realizable
value. The average cost of inventories is determined using the first-in, first-out method. The nitrogen and methanol industries are characterized by rapid change in both demand and pricing. Rapid declines in demand could result in temporary or
permanent curtailment of production, while rapid declines in price could result in a lower of cost or market adjustment.



9



---



Three months
ended March 31, 2003 compared with

three months ended March 31, 2002



Volumes and prices for the three-month periods ended March 31,
2003 and 2002 follow:



|        |  | 2003               |  |                     |     | 2002
|------- |  | ------------------ |  | ------------------- | --- | ----
|        |  | Volumes (000 tons) |  | Unit Price ($/ton)* |     |     
|Ammonia |  | 50                 |  | $                   | 219 |     
|UAN     |  | 438                |  |                     | 86  |     
|Urea    |  | 102                |  |                     | 153 |     

---

|* |  | After deduction of outbound freight costs
|- |  | -----------------------------------------



Revenues for the quarter ended March 31, 2003 increased $13.5 million, or 23.6%, compared with the same quarter in 2002 primarily as the
result of higher prices for all Partnership products. Selling prices increased from last year primarily as the result of reduced global nitrogen supplies.



First quarter gross profits declined $9.4 million from 2002. Higher 2003 sales prices contributed about $19.1 to gross profits, but were
more than offset by higher natural gas costs. First quarter natural gas costs increased almost 75%, or $29.7 million, from $2.62/MMBtu in 2002 to $4.57/MMBtu in 2003 (net of forward pricing gains or losses.) As a result of forward price contracts,
first quarter 2003 natural gas costs for the Partnership were $4.7 million lower than spot prices.



Operating expenses of $2.0 million in 2003 was essentially unchanged from 2002. Net interest income (expense) in 2003 was $.1 million
favorable to the 2002 first quarter due to higher cash balances and lower short-term borrowings.



Capital resources and liquidity



Net cash used for operating activities for the first three months of 2003 was $17.3 million composed of $3.7 million of cash used for operating activities and $13.6 million of increases to working
capital balances. The primary increase in working capital consisted of a seasonal increase in inventory and current liabilities offset by a reduction in accounts receivable, prepaid expenses and other current assets.



Capital expenditures of $.9 million during the first three
months of 2003 were primarily to fund replacement and stay-in-business additions to plant and equipment. The Partnership expects 2003 capital expenditures to approximate $4.0 million to fund replacement and stay-in-business additions to plant and
equipment.



The Partnership makes quarterly cash
distributions to Unitholders and the General Partner in an amount equal to 100% of its Available Cash (as defined in the Partnership Agreement). The



10



---

Partnership paid a $4.7 million cash distribution ($0.25 per common unit) on February 7, 2003. The
Partnership paid no cash distributions in the first three months of 2002.



The Partnership, along with Terra Industries Inc. (Terra), Terra Capital, Inc. and other affiliates, has a revolving credit facility that expires in June 2005. Borrowing availability under the credit facility is
generally based on eligible cash balances, 85% of eligible accounts receivable and 65% of eligible finished goods inventory, less outstanding letters of credit. At March 31, 2003, the Partnership had no outstanding revolving credit borrowings or
outstanding letters of credit, resulting in remaining borrowing availability of approximately $33.7 million under the facility. Management expects the facility to be adequate to meet the Partnerships operating cash needs. The credit facility
also requires that we adhere to certain limitations on additional debt, capital expenditures, acquisitions, liens, asset sales, investments, prepayments of subordinated indebtedness, changes in lines of business and transactions with affiliates. In
addition, if Terras borrowing availability falls below $60 million, Terra is required to have generated $60 million of operating cash flows, or earnings before interest, income taxes, depreciation, amortization and other non-cash items
(as defined in the credit facility) for the preceding four quarters. The amount of operating cash flows to measure credit facility compliance is different than amounts that can be derived from Terras financial statements. For the 12
months ended March 31, 2003, Terras operating cash flows as defined in the credit facility was $83.3 million.



The Partnerships principal needs for funds are for support of its working capital and capital expenditures. The Partnership intends
to fund its needs primarily from net cash provided by operating activities, and, to the extent required, from funds borrowed from others, including borrowings from Terra Capital, Inc., the parent of the General Partner. The Partnership believes that
such sources of funds will be adequate to meet the Partnerships working capital needs and fund the Partnerships capital expenditures for at least the next 12 months.



Limited Call Right



At March 31, 2003, the General Partner and its affiliates owned 75.1% of the Partnerships outstanding units. When less than 25% of
the issued and outstanding units are held by non-affiliates of the General Partner, the Partnership, at the General Partners sole discretion, may call, or assign to the General Partner or its affiliates, its right to acquire all such
outstanding units held by non-affiliated persons. If the General Partner elects to acquire all outstanding units, the Partnership is required to give at least 30 but not more than 60 days notice of its decision to purchase the outstanding
units. The purchase price per unit will be the greater of 1) the average of the previous 20 trading days closing prices as of the date five days before the purchase is announced and 2) the highest price paid by the General Partner of any of
its affiliates for any unit within the 90 days preceding the date the purchase is announced. Additional purchases of common units by the General Partner are restricted under the terms of Terras bank credit agreement as described therein.



11



---



FORWARD LOOKING PRECAUTIONS



Information contained in this report, other
than historical information, may be considered forward looking. Forward looking information reflects Managements current views of future events and financial performance that involve a number of risks and uncertainties. The factors that could
cause actual results to differ materially include, but are not limited to the following: Changes in the financial markets, general economic conditions within the agricultural industry, competitive factors and price changes (principally, sales prices
of nitrogen products and natural gas costs), changes in product mix, changes in the seasonality of demand patterns, changes in weather conditions, changes in agricultural regulations, and other risks detailed in the Partnerships Securities and
Exchange Commission filings, in particular the Factors that Affect Operating Results section of its most recent Form 10-K.



ITEM 4. CONTROLS AND PROCEDURES



Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation within 90 days of the filing date of
this report, that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls
subsequent to the date of the previously mentioned evaluation.



12



---

Part II. Other Information



Item 6.  Exhibits and Reports on Form 8-K



(a) Exhibits:



|Exhibit 99.1 |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
|------------ |  | ---------------------------------------------------------------------------------------------------------------------



(b)
Reports on Form 8-K:



Form 8-K dated February
28, 2003 announcing Terra Nitrogen will cease production and standby on February 27, 2003 due to high natural gas prices.



Form 8-K dated March 6, 2003 announcing further information on Terra Nitrogens two plants put on standby on February 27, 2003 due to
high natural gas prices.



Form 8-K dated March
14, 2003 announcing the resumption of near full capacity of its two previously idled plants.





SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



| |  |     |  | TERRA NITROGEN COMPANY, L.P.                                 
| |  | --- |  | -------------------------------------------------------------
| |  |     |  |                                                              
| |  | By: |  | TERRA NITROGEN CORPORATION                                   
| |  |     |  | as General Partner                                           
| |  |     |  |                                                              
| |  |     |  |                                                              
| |  | By: |  | /S/    FRANCIS G. MEYER                                      
| |  |     |  |                                                              
| |  |     |  | Francis G. Meyer Vice President (PrincipalAccounting Officer)



Date:  April 25, 2003



13



---

CERTIFICATIONS



I, Michael L. Bennett, President and Chief Executive Officer, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Terra
Nitrogen Company, L.P.;



2. Based on my
knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;



3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;



4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:



a) designed
such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
quarterly report is being prepared;



b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c) presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal controls; and



6. The registrants other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: April 25, 2003



| |  | /S/    MICHAELL. BENNETT                                
| |  | --------------------------------------------------------
| |  |                                                         
| |  | Michael L. Bennett President and Chief Executive Officer



14



---



I, Francis G. Meyer, Senior Vice President and Chief Financial Officer, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Terra Nitrogen Company, L.P.;



2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
quarterly report;



3. Based on my knowledge, the
financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this quarterly report;



4. The registrants
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a) designed such disclosure controls and
procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b) evaluated the effectiveness
of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c) presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of
directors (or persons performing the equivalent functions):



a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrants internal controls; and



6. The
registrants other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: April 25, 2003



| |  | /S/    FRANCISG. MEYER                                            
| |  | ------------------------------------------------------------------
| |  |                                                                   
| |  | Francis G. Meyer Senior Vice President and Chief Financial Officer



15